Software License & Development Agreement

EXHIBIT 10.2


CONFIDENTIAL TREATMENT REQUESTED AND
CONFIDENTIAL PORTIONS FILED SEPARATELY WITH SEC


SOFTWARE LICENSE AND DEVELOPMENT AGREEMENT
BETWEEN
INTERCEPT SYSTEMS, INC.
AND
PHOENIX INTERNATIONAL LTD., INC.


DATED: JANUARY 15, 1998


Parties:


Intercept Systems, Inc., a Georgia corporation ("Intercept") 3150 Holcomb Bridge Road Suite 200 Norcross, Georgia 30071


Phoenix International Ltd., Inc., a Florida corporation ("Phoenix") 500 International Parkway Heathrow, Florida 32746


THIS LICENSE AND DEVELOPMENT AGREEMENT (this "Agreement") is effective as of the date first set forth above by and between Intercept and Phoenix. Intercept has developed software and related documentation for financial institutions for the operation and administration of automatic teller machines. Phoenix desires to further develop such software and integrate it with Phoenix's existing software programs, and to market such modified programs with Phoenix's other products. In consideration of the premises set forth above, and of the obligations herein made and undertaken and other good and valuable consideration, the parties hereby agree as follows:


1 DEFINITIONS


Capitalized terms used in this Agreement shall have the following definitions:


1.1 Confidential Information. Any competitively sensitive or secret business, marketing, or technical information, disclosed by one party to the other, including all source and object code versions of all software, and all documentation, technical manuals, design and development documentation, and all other non-public information relating to either party's software or business. Notwithstanding the foregoing, Confidential Information does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives, (ii) was available to a party prior to its disclosure to such party by the other party or its representatives, provided the receiving party has no knowledge that such information


2


was obtained, directly or indirectly, from a source that was bound by a confidentiality agreement with the disclosing party or other obligation of secrecy to the disclosing party or its representatives, (iii) becomes available to a party, directly or indirectly, from a source other than the other party or its representatives, provided that such source is not bound by a confidentiality agreement with the disclosing party, or (iv) that is independently developed by the receiving party without reference to any Confidential Information of the disclosing party.


1.2 Derivative Work. A work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion, or any other form in which such a preexisting work may be recast, transformed, or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute a copyright infringement.


1.3 Documentation. The printed material relating to the Program, including all instructional, technical and development documentation.


1.4 Enhancement. A change or addition to the Program or Documentation, that improves its function, adds new function, or enhances its performance, including changes, additions, modifications, new releases, new versions, error corrections and bug fixes.


1.5 Intellectual Property Rights. All copyrights, patent, patent rights, trade secrets, trademarks, service marks, Confidential Information, know-how and other intellectual property rights in software or documentation owned or claimed by any person under the laws of the United States, or any other country.


1.6 Phoenix Product. Derivative Works of the Program created by Phoenix.


1.7 Program. Computer programming code, including source code (human-readable), and object code (machine-readable), and associated procedural code, including all current and subsequent Enhancements, as more fully described in Exhibit A.


2 LICENSE GRANT


2.1 Program License. Subject to termination pursuant to Section 5 below, Intercept hereby grants Phoenix a non-exclusive worldwide, perpetual, irrevocable right and license to install, use, copy, modify, adapt, translate, and create Derivative Works of (under sublicense or otherwise) all versions of the Program, including all source code and object code, and to authorize others to do some or all of the foregoing subject to the limitations set forth herein.


2.2 Documentation. Subject to termination pursuant to Section 5 below, Intercept hereby grants Phoenix a non-exclusive worldwide, perpetual, irrevocable right and license to translate, change, modify and distribute the Documentation.


2.3 Derivative Works. As part of the above license, Phoenix shall have the right to create Derivative Works and Enhancements to the Program and Documentation, including without limitation, converting the Program to run in conjunction with the Phoenix system, the Sybase relational database, translating the Program and Documentation into other languages as required by Phoenix's business practices, and modifying the Program to integrate it into Phoenix's software product line. The Program and Documentation as so modified shall be referred to herein as the "Phoenix Products". Phoenix shall have an exclusive, worldwide, perpetual, irrevocable right and


2


3


XXX - CONFIDENTIAL TREATMENT REQUESTED
AND CONFIDENTIAL PORTIONS FILED
...